MIRA INFORM REPORT

Report Date :

13.09.2013

IDENTIFICATION DETAILS

Name :	NUMALIGARH REFINERY LIMITED
Registered Office :	122A, G. S. Road, Christianbasti, Guwahati – 781005, Assam
Country :	India
Financials (as on) :	31.03.2013
Date of Incorporation :	22.04.1993
Com. Reg. No.:	02-003893
Capital Investment / Paid-up Capital :	Rs.7356.300 Millions
CIN No.: [Company Identification No.]	U11202AS1993GOI003893
TAN No.: [Tax Deduction & Collection Account No.]	SHLN00422C SHLN00230G
PAN No.: [Permanent Account No.]	AAACN6984B
Legal Form :	A Closely Held Public Limited Liability Company
Line of Business :	Subject is engaged in the business of refining of crude oil.
No. of Employees :	852 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

A (68)

RATING		STATUS	PROPOSED CREDIT LINE
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large

Maximum Credit Limit :	USD 110000000
Status :	Good
Payment Behaviour :	Regular
Litigation :	Clear
Comments :	Subject is a well established company having good track record. There appears sharp dip in turnover and profit of the company in 2013. Fundamentals of company appears to be strong and healthy. Rating also takes into consideration strong support from its parent company Bharat Petroleum Corporation Limited. Directors are reported as experience and respectable businessmen. Trade relation are fair. Business is active. Payment terms are regular and as per commitment. The company can be considered good for business dealing at usual trade terms and condition.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – March 31^st, 2013

Country Name	Previous Rating (31.12.2012)	Current Rating (31.03.2013)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

INDIAN ECONOMIC OVERVIEW

We are living in a world where volatility and uncertainty have become the New Normal. We saw a change of government in countries like Tunisia, Egypt, Libya and Vietnam. Once powerful countries in Europe are now fighting for bankruptcy. We have taken growth in the developing part of the world for granted but economic growth in China and India has begun to slow. Companies that were synonymous with their product categories just a few years ago are now no longer in existence. Kodak, the inventor of the digital camera had to wind up its operations, HMV, the British entertainment retailing company and Borders, once the second largest bookstore have shut down due to their inability to evolve their business models with the changing time. Readers’ Digest, Thomson Register are no more !

There is another megatrend happening. The World order is changing as economic power shifts from West to East. According to McKinsey study, it took Britain more than 100 years to double its economic output per person during its industrial revolution and the US later took more than 50 years to do the same. More than a century later, China and India have doubled their GDP per capital in 12 and 18 years respectively. By 2020, emerging Asia will become the world’s largest consuming block, overtaking North America.

The years after the outbreak of the global financial crisis, the world economy continues to remain fragile. The Indian economy demonstrated remarkable resilience in the initial years of the contagion but finally lost ground last year. GDP growth slowed down. Currency has been weakening. There is a marked deceleration in agriculture, industry and services. Dampening sentiment led to a cut-back in investment as well as private consumption expenditure.  Inflation remained at high levels fuelled by the pressure from the food and fuel sectors. The large fiscal and current account deficit s continued to cause grave concern. It is imperative that India regains its growth trajectory of 8-9 % sooner than later. This is crucially important given the need to create gainful livelihood opportunities for the millions living in poverty as also the large contingent of young people joining the job market every year.

EXTERNAL AGENCY RATING

Rating Agency Name	CRISIL
Rating	Long term rating : “AAA”
Rating Explanation	Highest credit quality and lowest credit risk.
Date	26.07.2013

Rating Agency Name	CRISIL
Rating	Short term rating : “A1+”
Rating Explanation	Very strong degree of safety and lowest credit risk.
Date	26.07.2013

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2012.

INFORMATION DECLINED

MANAGEMENT NON-COOPERATIVE

LOCATIONS

Registered Office :	122A, G. S. Road, Christianbasti, Guwahati – 781005, Assam, India
Tel. No.:	91-361-2235841
Fax No.:	91-361-2203146
E-Mail :	ananta.goswami@nrl.co.in numgarh@del2.vsnl.net.in
Website :	http://www.nrl.co.in
Refinery Unit :	Pankagrant, Numaligarh Refinery Complex, District Golaghat - 785699, Assam, India
Tel. No.:	91-3776-265493
Fax No.:	91-3776-265800
Co-ordination Office:	Tolstoy House, 6^th Floor, 15-17, Tolstoy Marg, New Delhi – 110001, India
Tel. No.:	91-11-23739413
Fax No.:	91-11-23739412
E-Mail :	nikunja.borthakur@nrl.co.in
Marketing, BD and Project Office :	NEDFI House, 4^th Floor, G. S. Road, Dispur, Guwahati – 781006, Assam, India

DIRECTORS

As on 31.03.2013

Name :

Mr. Dipak Chakravarty

Designation :

Managing Director

Address :

House No.319A, Jilmil Path, Basistha Road, Guwahati – 781028, Assam, India

Date of Birth/Age :

01.04.1954

Qualification :

B.E (Chemical Engineering) and MS (Chemical Engineering)

Date of Appointment :

01.04.2011

DIN No.:

00630637

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	U11202AS1993GOI003893	NUMALIGARH REFINERY LIMITED	Managing director	01/04/2011	04/08/2006	-	Active	NO
2	U51410AS2007SGC008410	DNP LIMITED	Director	11/12/2008	15/06/2007	11/01/2012	Active	NO
3	U11101AS2007GOI008290	BRAHMAPUTRA CRACKER AND POLYMER LIMITED	Director	29/07/2011	01/04/2011	-	Active	NO

Name :

Mr. S. R. Medhi

Designation :

Director (Technical)

Qualification :

B. Tech from ISM University, Dhanbad & MBA from IIM, Ahmedabad

Date of Appointment :

04.11.2011

Name :

Mr. Raj Kishore Singh

Designation :

Chairman

Address :

Bungalow – 1 BPCL Staff Colony, Aziz Baug, Chembur, Mumbai – 400074, Maharashtra, India

Date of Birth/Age :

17.09.1953

Qualification :

B. Tech (Mech. Engg)

Date of Appointment :

14.12.2010

DIN No.:

00071024

Other Directorship :

S.No.	CIN/LLPIN	Name of the Company/ LLP	Current designation of the Director/ Designated Partner	Date of appointment at current designation	Original date of appointment	Date of cessation	Company/ LLP Status	Defaulting status
1	L23220MH1952GOI008931	BHARAT PETROLEUM CORPORATION LIMITED	Managing director	09/12/2010	08/03/2006	-	Active	NO
2	U11202AS1993GOI003893	NUMALIGARH REFINERY LIMITED	Director	14/12/2010	04/04/2006	-	Active	NO
3	U11101MP1994PLC008162	BHARAT OMAN REFINERIES LIMITED	Nominee director	26/07/2006	26/07/2006	-	Active	NO
4	U23209MH2006GOI165152	BHARAT PETRORESOURCES LIMITED	Nominee director	17/10/2006	17/10/2006	-	Active	NO
5	L74899DL1998PLC093073	PETRONET LNG LIMITED	Nominee director	30/06/2011	18/01/2011	-	Active	NO
6	U74999UP2008PLC035469	BHARAT RENEWABLE ENERGY LIMITED	Nominee director	01/09/2011	01/09/2011	-	Active	NO

Name :

Mr. R. T. Jindal

Designation :

Principal Secretary to the Govt. of Assam, Industries and Commerce Department

Qualification :

M.Sc (Chemistry) from Punjab Agricultural University

Date of Appointment :

02.07.2012

Name :

Mr. B. K. Datta

Designation :

Director (Refi neries)

Qualification :

BE (Chemical)

Date of Appointment :

24.10.2011

Name :

Mr. S. K. Srivastava

Designation :

Director

Qualification :

B.Sc (Hons) and M.Sc (Geology) from Lucknow University

Date of Appointment :

26.07.2012

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 09.09.2011

Names of Shareholders	No. of Shares
Government of Assam, India	90821337
Bharat Petroleum Corporation Limited, India	453545964
Oil India Limited, India	191264202
Bharat Petroleum Corporation Limited Jointly with S. K. Joshi	08
Prafulla Chandra Sharma	07
Bharat Petroleum Corporation Limited Jointly with Ramaswamy Raja	01
Bharat Petroleum Corporation Limited Jointly with S. Y. Oke	01
Bharat Petroleum Corporation Limited Jointly with R. P. Natekar	08
Bharat Petroleum Corporation Limited Jointly with P. Balsubraman	08
Bharat Petroleum Corporation Limited Jointly with S. Krishnamurthy	08
Total	735631544

As on 09.09.2011

Equity Share Break up (Percentage of Total Equity)

Category	Percentage of Holding
Govt. (Central) and State (s)	12.00
Govt. Companies	88.00
Total	100.00

BUSINESS DETAILS

Line of Business :

Subject is engaged in the business of refining of crude oil.

Products :

Item Code No. (ITC Code)	Product Description
2710	Petroleum Product

Exports :

Not Divulged

Imports :

Not Divulged

GENERAL INFORMATION

Suppliers :

Not Divulged

Customers :

Not Divulged

No. of Employees :

852 (Approximately)

Bankers :

· State Bank of India, Commercial Branch, Beekay Tower, 2^nd Floor, Ganeshguri, Guwahati - 781006, Assam, India

· HDFC Bank

· United Bank of India

· Union Bank of India

· Canara Bank

· UCO Bank

· IndusInd Bank

· Axis Bank

· ICICI Bank

Facilities :

SECURED LOANS	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. in Millions)
SHORT TERM BORROWINGS
Loans repayable on demand - From banks
Working Capital Demand Loan	1370.000	2170.000
Cash Credit	0.000	15.800
Total	1370.000	2185.800

NOTE:

SHORT TERM BORROWINGS

Working Capital Demand Loan from State Bank India carries interest @ 9.70% p.a. The loan is repayable on demand. The loan is secured by hypothecation of current assets i.e. stocks of raw material, fi nished goods, semi-fi nished goods and book debts.

Cash Credit from State Bank India carries interest @ 11.95% p.a. The loan is repayable on demand. The loan is secured by hypothecation of current assets i.e. stocks of raw material, finished goods, semi-fi nished goods and book debts.

Banking Relations :	--
Auditors :
Name :	S. Ghose and Company Chartered Accountants
Address :	11, Old Post Office Street, 2^nd Floor, Kolkata – 700001, West Bengal, India
Holding Company:	· Bharat Petroleum Corporation Limited CIN No.: L23220MH1952GOI008931

CAPITAL STRUCTURE

As on 31.03.2013

Authorised Capital :

No. of Shares	Type	Value	Amount
1000000000	Equity Shares	Rs. 10 each	Rs.10000.000 Millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
735631544	Equity Shares	Rs. 10 each	Rs.7356.300 Millions

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2013	31.03.2012	31.03.2011
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	7356.300	7356.300	7356.300
(b) Reserves & Surplus	20218.200	19636.200	18654.200
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	27574.500	26992.500	26010.500
(3) Non-Current Liabilities
(a) long-term borrowings	404.800	647.100	889.400
(b) Deferred tax liabilities (Net)	2135.500	2038.600	2384.700
(c) Other long term liabilities	38.100	74.200	55.200
(d) long-term provisions	1686.800	1637.000	77.500
Total Non-current Liabilities (3)	4265.200	4396.900	3406.800
(4) Current Liabilities
(a) Short term borrowings	3524.900	2186.800	1229.800
(b) Trade payables	5160.400	13460.400	12795.800
(c) Other current liabilities	2207.100	3050.000	3884.000
(d) Short-term provisions	1653.100	1824.400	2687.800
Total Current Liabilities (4)	12545.500	20521.600	20597.400
TOTAL	44385.200	51911.000	50014.700
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	16849.600	18815.600	20402.500
(ii) Intangible Assets	56.600	89.400	78.600
(iii) Capital work-in-progress	2672.600	1288.900	716.700
(iv) Intangible assets under development	0.000	0.000	0.000
(b) Non-current Investments	1492.900	1212.400	600.300
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	759.800	627.200	697.900
(e) Other Non-current assets	0.000	49.000	49.000
Total Non-Current Assets	21831.500	22082.500	22545.000
(2) Current assets
(a) Current investments	250.600	638.400	638.300
(b) Inventories	12075.500	20155.200	16321.900
(c) Trade receivables	7067.000	8004.200	7556.000
(d) Cash and cash equivalents	26.300	1.200	2016.700
(e) Short-term loans and advances	2679.400	646.200	932.100
(f) Other current assets	454.900	383.300	4.700
Total Current Assets	22553.700	29828.500	27469.700
TOTAL	44385.200	51911.000	50014.700

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2013	31.03.2012	31.03.2011
	SALES
		Income	81859.300	134280.000	83312.200
		Other Income	833.400	346.900	342.300
		TOTAL (A)	82692.700	134626.900	83654.500
Less	EXPENSES
		Cost of material consumed	64767.100	123604.300	69727.900
		Purchases of traded goods	236.800	725.500	2168.100
		Employee benefi ts expenses	1299.200	1432.800	1380.100
		Other expenses	5574.400	6721.800	3844.700
		Extraordinary Items	128.900	0.000	0.000
		Prior period items (net)	56.200	181.400	48.400
		Changes in inventories of fi nished goods and work in progress	5606.200	(3039.000)	350.700
		TOTAL (B)	77668.800	129626.800	77519.900
	PROFIT/ (LOSS) BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		5023.900	5000.100	6134.600
Less	FINANCIAL EXPENSES (D)		594.000	385.800	291.600
	PROFIT / (LOSS) BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		4429.900	4614.300	5843.000
Less/ Add	DEPRECIATION/ AMORTISATION (F)		1801.300	1739.700	1701.700
	PROFIT/ (LOSS) BEFORE TAX (E-F) (G)		2628.600	2874.600	4141.300
Less	TAX (H)		1186.000	1037.600	1348.700
	PROFIT/ (LOSS) AFTER TAX (G-H) (I)		1442.600	1837.000	2792.600
	IMPORTS
		Raw Materials	3506.600	1230.000	512.400
		Components and spare parts	75.400	146.500	85.800
		Capital goods	39.800	56.000	20.100
	TOTAL IMPORTS		3621.800	1432.500	618.300
	Earnings / (Loss) Per Share (Rs.)		1.96	2.50	3.80

KEY RATIOS

PARTICULARS		31.03.2013	31.03.2012	31.03.2011
PAT / Total Income	(%)	1.74	1.36	3.34
Net Profit Margin (PBT/Sales)	(%)	3.21	2.14	4.97
Return on Total Assets (PBT/Total Assets}	(%)	6.38	5.82	8.50
Return on Investment (ROI) (PBT/Networth)		0.10	0.11	0.16
Debt Equity Ratio (Total Debt/Networth)		0.14	0.10	0.08
Current Ratio (Current Asset/Current Liability)		1.80	1.45	1.33

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check List by Info Agents	Available in Report (Yes / No)
1]	Year of Establishment	Yes
2]	Locality of the firm	Yes
3]	Constitutions of the firm	Yes
4]	Premises details	No
5]	Type of Business	Yes
6]	Line of Business	Yes
7]	Promoter's background	Yes
8]	No. of employees	Yes
9]	Name of person contacted	No
10]	Designation of contact person	No
11]	Turnover of firm for last three years	Yes
12]	Profitability for last three years	Yes
13]	Reasons for variation <> 20%	-----
14]	Estimation for coming financial year	No
15]	Capital in the business	Yes
16]	Details of sister concerns	Yes
17]	Major suppliers	No
18]	Major customers	No
19]	Payments terms	No
20]	Export / Import details (if applicable)	No
21]	Market information	-----
22]	Litigations that the firm / promoter involved in	-----
23]	Banking Details	Yes
24]	Banking facility details	Yes
25]	Conduct of the banking account	-----
26]	Buyer visit details	-----
27]	Financials, if provided	Yes
28]	Incorporation details, if applicable	Yes
29]	Last accounts filed at ROC	Yes
30]	Major Shareholders, if available	Yes
31]	Date of Birth of Proprietor/Partner/Director, if available	Yes
32]	PAN of Proprietor/Partner/Director, if available	No
33]	Voter ID No of Proprietor/Partner/Director, if available	No
34]	External Agency Rating, if available	Yes

INDEX OF CHARGES

S.NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10427387	27/04/2013	4,900,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, BEEKAY TOWER, 2ND FLOOR, GANESHGURI, GUWAHATI - 781006, ASSAM, INDIA	B75700989
2	80012827	27/06/2012 *	8,200,000,000.00	STATE BANK OF INDIA	COMMERCIAL BRANCH, BEEKAY TOWER, 2ND FLOOR, GANESHGURI, GUWAHATI - 781006, ASSAM, INDIA	B44196707

* Date of charge modification

UNSECURED LOANS

PARTICULARS	31.03.2013 (Rs. in Millions)	31.03.2012 (Rs. In Millions)
LONG TERM BORROWINGS
Unsecured Loans from Oil Industry Development Board	404.800	647.100
SHORT TERM BORROWINGS
Overdraft	0.000	1.000
Foreign Currency Loans	2154.900	0.000
Total	2559.700	648.100
NOTE: LONG TERM BORROWINGS Unsecured Loans from Oil Industry Development Board consist of 2 loans as on 31.03.2013: a) Rs. 159.600 millions drawn at 5.00% p.a. and repayable in next 2 years in annual installments of Rs. 79.800 millions. b) Rs. 487.500 millions drawn at 7.48% p.a. and repayable in next 3 years in annual installments of Rs. 162.500 millions. SHORT TERM BORROWINGS Un-secured loan in form of overdraft from HDFC Bank with a limit of Rs. 30.000 millions, carries interest @ 11.60% p.a. The loan is repayable on demand. Foreign Currency Loans are in the form of Buyer's Credit USD 39.46 million (previous year USD Nil million).

CORPORATE INFORMATION

The company was incorporated on 22^nd April 1993. Subject is a Government Company, incorporated under the provisions of the Companies Act, 1956 and is a subsidiary of Bharat Petroleum Corporation Limited. The company is engaged in the business of refining of crude oil.

FINANCIAL PERFORMANCE

During 2012-13, the Company posted a sales turnover of and 87528.800 millions which was lower compared to and 140678.600 millions in the previous year. Sales turnover declined by 37.78% in 2012-13 primarily on account of routing upstream crude oil discounts due to Bharat Petroleum Corporation Limited (BPCL), received by NRL from the crude suppliers, which were passed on to BPCL through discounts in product prices. This procedure is in line with advice from the Ministry of Petroleum and Natural Gas. Profi t before tax (PBT) in 2012-13 declined by 8.56% to and 2628.600 millions from and 2874.600 millions in 2011-12 mainly on account of lower margins. Profi t after tax (PAT) during 2012-13 declined by 21.47% to and 1442.600 millions from and 1837.000 millions in the previous year. The Compound Annual Growth Rate (CAGR) for PAT thus stood at 16.95% as on 31st March, 2013.

OPERATING RESULTS

i) During the year, the refinery processed 2478 TMT of crude oil against 2825 TMT in the previous year. Correspondingly, total sales volume declined by 11.66% to 2410 TMT compared to 2728 TMT in the previous year. During the year, PBT was recorded at and 2628.600 millions against and 2874.600 millions in 2011-12 while PAT was recorded at and 1442.600 millions against and 1837.000 millions in the previous year.

ii) Gross Refinery Margin (GRM) during the year was US $10.52 per barrel including excise benefi t of US $5.66 per barrel against previous year’s GRM of US $12.45 per barrel with excise benefi t of US $6.25 per barrel. iii) The Earning Per Share (EPS) stood at and1.96 compared to and2.50 during the previous year.

PHYSICAL PERFORMANCE OF THE REFINERY

On physical front, during 2012-13, 2.478 MMT of crude oil was processed against 2.825 MMT in the previous year. Crude throughput for 2012-13 was short of the excellent MOU target of 2.710 MMT but was higher than the total crude receipt of 2.448 MMT during the year.

Distillate yield during 2012-13 was recorded at 91.11% against 91.52% in the previous year. The excellent MOU 2012-13 target for distillate yield was 90.65%. The high distillate yield during 2012-13 was sustained through strict monitoring and control of fuel and loss besides minimal generation of heavy ends.

Refinery fuel and loss during the year was contained at 9.34% with hydrocarbon loss component at 0.35%. Specifi c energy consumption (SEC) for 2012-13 at 59.7 MBN was better than the excellent MOU target of 68.0 MBN and was at par with that of the previous year despite lower crude throughput.

During the year, 126 TMT of natural gas was received and utilized against anticipated quantity of 160 TMT. Motor Spirit production during 2012-13 was 298.8 TMT which was higher than the excellent MOU target of 240.0 TMT. The 12 MW Steam Turbine Generator (STG) was in operation on continuous basis during the year with an average load of 6.0 MW.

During 2012-13, out of total production amounting to 2.379 MMT, total evacuation from the refinery was 2.382 MMT which included pipeline transfer of 1.49 MMT, rail dispatch of 0.423 MMT and road dispatch of 0.469 MMT.

During 2012-13, 100% reuse of treated effl uents in the refinery as well as in the township was sustained. Effl uent and air quality parameters were maintained within latest statutory norms.

NRL had participated in a benchmarking study for PSU refi neries for 2010-11 carried out by Solomon Associates

under aegis of the Centre for High Technology. Result of the study has placed Operational Availability of NRL in 1st quartile, besides Turnaround Index, Turnaround Component of Maintenance Cost Effectiveness Index, and Refinery’s Mechanical Availability in 2^nd quartile among the Asia Pacifi c group. Similar study for subsequent years is in progress.

The Refinery’s quality control laboratory received approval against renewal of accreditation from

National Accreditation Board for Testing and Calibration Laboratories (NABL), Directorate General of Civil Aviation (DGCA), Directorate General of Aeronautical Quality Assurance (DGAQA) and Centre for Military Airworthiness and Certifi cation (CEMILAC). NRL participated in a Diesel, MS and ATF interlaboratory crosschecking program conducted by the American Society for Testing and Materials (ASTM), USA.

MARKETING PERFORMANCE

During 2012-13, the Company recorded a total sales volume of 2410 TMT of which, 22% were sold within the North East while 78% were marketed outside the region. The percentage sales under different heads, in order of sales volume, were as follows: Bharat Petroleum Corporation Limited: 85.3%, Indian Oil Corporation Limited 7.1%, Direct Sales 2.9%, Retail Sales 2.3%, Hindustan Petroleum Corporation Limited 1.4% and private oil companies 1.0%.

On retail marketing front, NRL had 74 Retail Outlets at the beginning of 2012-13. During the year, under the aegis of Ministry of Petroleum and Natural Gas, NRL’s entire retail network was handed over to its holding company Bharat Petroleum Corporation Limited in order to curtail retail under-recoveries, which reached unsustainable levels. The transfer of Retail Outlets to BPCL took place from 30th June, 2012 to 6^th October, 2012.

In the context of performance against retail marketing parameters incorporated in MOU 2012-13, during April-October 2012, 168 number of sampling from Retail Outlets were carried out, 251 inspections were conducted and sales from outlets certifi ed under Q&Q protocol amounted to 92.6% of total retail sales. Vehicle Tracking System was under implementation during the stated period, covering 99.76% of the RO fl eet strength.

With regard to sales of RPC/CPC, against total production quantity of 65.45 TMT during the year, 66.91 TMT was sold.

The Siliguri Marketing Terminal (SMT) recorded a total product dispatch of 1.51 MMT during the year vis-àvis 1.58 MMT in the previous year.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

INDUSTRY STRUCTURE AND DEVELOPMENTS

During 2012-13, global oil demand remained relatively subdued which contributed in limiting prices within a reasonable level. However, retreat from nuclear energy by several countries has led to resurgence in demand for fossil fuels. An important development in the world oil scenario has been increased production of shale oil, particularly in Canada and the USA. This development has raised prospects for shale oil production in India. Assam, reported to have high potential in shale gas and oil by the Directorate General of Hydrocarbons, is expected to witness increasing interest from prospective explorers in coming years.

In India, during 2012-13, economic growth moderated signifi cantly with Gross Domestic Product (GDP) slipping to a decade low growth level of 5%. The decline in GDP growth rate is attributable to inadequate performance on farm, manufacturing and mining sectors besides high cost on corporate borrowings, restricting investments.

The country’s refi ning capacity as on 1st April, 2013 increased marginally to 215 MMTPA from 213 MMTPA a year ago. Production of petroleum products increased to 219 MMT in 2012-13 from 204 MMT in 2011-12. On overall basis, in 2012-13, consumption of petroleum products increased to 155 MMT from 148 MMT in the previous year, signifying a growth of nearly 5%. During the year, HSD and MS consumption grew by 6.8% and 5% respectively. LPG grew by 1.6% while SKO recorded negative growth of 8.8%.

PRODUCT-WISE PERFORMANCE

NRL’s total production during 2012-13 amounted to 2,379 TMT. Production comprised 1,407 TMT and 240 TMT of HSD in BS III and IV grades respectively, besides 284 TMT and 15 TMT of MS in BS III and IV grades respectively. Production also included 48 TMT LPG, 108 TMT Naphtha, 61 TMT ATF, 147 TMT SKO, 65 TMT RPC/CPC and 4 TMT Sulphur.

OUTLOOK

Outlook for 2013-14 is optimistic. The refinery has resumed normal operations after a shutdown triggered by a major fi re incident in CDU/VDU area on 31.05.2013. Subject to adequate crude oil availability, the excellent MOU target for the year is anticipated to be achieved. The refi nery is set to be equipped with a new plant for production of high quality Wax. A dedicated customer for petrochemical grade Naphtha is expected to materialise. Implementation of the refinery expansion plan along with an associated pipeline for transporting imported crude oil is expected to gain momentum. Signifi cant progress is expected to be made over implementation of a new product pipeline project from NRL’s Siliguri terminal to Parbatipur in Bangladesh. This project has received active support from government of both countries. Besides, there is the prospect of product exports to Nepal. In this regard, approval from Government of Nepal has been obtained while that from Government of India is awaited.

CERTIFICATIONS AND AWARDS

NRL received Management System Certifi cation on Quality (ISO 9001), Environment (ISO 14001) and Occupational Health and Safety (OHSAS 18001) in the second year of operation. Since then, the Company has been sustaining the certifi cations with continual improvement and stabilization. As a notable step towards improvement, all three systems were integrated and maintained as Integrated Management System since 2008. The systems were last re-certified in August 2011 and are valid till August 2014. NRL completed the fourth year under Information Security Management System (ISMS) as per ISO 27001.

The Company is currently pursuing ISO 50001 towards Energy Management. A study has been carried out for estimation of Green House Gas (GHG) inventory and GHG footprint of the refinery for the base year 2009-10 and reporting year 2010-11. Actions have been initiated for ISO 14064 certification through verification of findings from

the GHG estimation study.

During the year NRL received the Greentech Environment Award-2012 under Gold category.

NRL received the IPE CSR Corporate Governance Award 2012. The award instituted by the Institute of Public Enterprises (IPE), Bangalore has been endorsed by the World CSR Congress, CMO Asia and Asian Confederation of Business. IPE also conferred the Corporate Social Responsibility Award (CSR) 2012 to NRL under the head ‘Community Development’. The Managing Director of NRL has been conferred the coveted ‘CEO with HR Orientation’ award at the Global HR Excellence Awards function organized by IPE.

BOARD OF DIRECTORS

Shri V.L.V.S.S. Subba Rao, Advisor (IFD), Ministry of Petroleum and Natural Gas resigned from the Board with effect from 28th September, 2012 on withdrawal of his nomination by the Government. The Directors have placed on record their appreciation of the valuable contributions made and guidance given by him for the development and progress of the Company’s business.

Shri J. P. Rajkhowa, IAS (Retd), relinquished his charge as Director and Chairman of the Audit Committee with effect from 11th December, 2012 on completion of his more than three years tenure. The Directors have placed on record their appreciation of the valuable contributions made and guidance given by him for the development and progress of the Company’s business during his tenure as Independent Director. Shri Nilmoni Bhakta, on attaining superannuation on 30^th April, 2013, completed his tenure as Director (Finance) of the Company and consequently, resigned from the Board with effect from 1st May, 2013. The Directors have placed on record their appreciation of the valuable contributions made and guidance given by him for the development and progress of

the Company’s business during his tenure as Director (Finance).

Shri S. K. Barua, General Manager (Finance) was appointed as Additional Director with effect from 1st May, 2013. He also assumed the offi ce of Director (Finance) from that date in pursuance of the appointment by the Government of India. As he has been appointed as Additional Director, he will hold offi ce till the ensuing Annual General Meeting (AGM). Notice under Section 257 of the Companies Act, 1956 has been received proposing his name for appointment as Director at the ensuing AGM.

Shri L. Rynjah, Shri B.P. Rao and Dr. Aloke Kumar Ghoshal were appointed as Additional Directors with effect from 28th June, 2013. Being Additional Directors, they will hold offi ce up to the date of the ensuing AGM. The Company has received notices under Section 257 of the Companies Act, 1956 proposing their names for appointment as Directors at the ensuing AGM.

In accordance with the direction of the Government for reconstitution of the Board, Shri H. S. Das, Shri K. K. Gupta and Shri B. K. Datta, Directors of the Company were re-designated as "Permanent Invitee" w.e.f. 24 July 2013.

Shri S.K. Srivastava and Shri R.T. Jindal will retire by rotation at the ensuing AGM as per the provisions of Section 256 of the Companies Act, 1956, and being eligible, offer themselves for re-appointment as Directors at the said Meeting. As required under Corporate Governance Clause, brief bio-data of the above Directors who are proposed to be appointed/ re-appointed at the Annual General Meeting are provided in the Corporate Governance

Report.

CONTINGENT LIABILITIES:

(Rs. in millions)

PARTICULARS	31.03.2013	31.03.2012
Claims against the Company not acknowledged as debts :
Claim by contractors Arbitration cases/other extra claims on capital account	1460.700	1325.200
Land matters
In respect of taxation matters:
Excise Duty Matters	2253.200	2340.400
Service Tax Matters	19.300	18.600
Sales Tax Matters	94.800	0.000
Income Tax Matters	1.100	1.100
Entry Tax Matters	1394.000	213.900
ESI Matter	18.600	18.600
Guarantees: Guarantees in favour of Oil Industry Development Board and GAIL (India) Limited for long term loans extended to associate companies DNP Limited and BCP Limited	748.500	673.800

FIXED ASSETS

v Tangilble Assets

· Land Freehold

· Land Leasehold

· Buildings

· Plant and Equipment

· Furniture and Fixtures

· Vehicles

· Office equipments

· Other equipments

· Tanks and Pipelines

· Dispensing Tanks and Pipelines

· Railway Sidings

v Intangilble Assets

· Computer Software (SAP Implementation cost)

· Computer Software (Aspen PIMS)

· Licenses - SAP Upgradation

· Licenses - MS Plant

· Licenses - Hydrocracker

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.63.67
UK Pound	1	Rs.100.71
Euro	1	Rs.84.72

INFORMATION DETAILS

Report Prepared by :

MRI

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	7
PAID-UP CAPITAL	1~10	8
OPERATING SCALE	1~10	7
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	7
--PROFITABILIRY	1~10	8
--LIQUIDITY	1~10	7
--LEVERAGE	1~10	8
--RESERVES	1~10	8
--CREDIT LINES	1~10	8
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	NO
--OTHER MERIT FACTORS	YES/NO	YES
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		68

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
NB		NEW BUSINESS

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.